MOSCOW, Feb 19 (Reuters) - Precious metals producer Polymetal International has agreed to sell its Russian assets to a Siberian gold miner for about $3.7 billion, it said on Monday of a deal forced at a knock-down price by repercussions from the conflict in Ukraine.
Polymetal's Russian assets were placed under U.S. sanctions in 2023 in response to Moscow sending troops into Ukraine in February 2022 and the company switched its domicile to Kazakhstan from Jersey and listed on the Central Asian nation's Astana International Exchange (AIX) to try to facilitate a sale.
The deal involves Polymetal International selling its Russian business to Mangazeya Plus - part of businessman Sergey Yanchukov's Mangazeya Mining - for around $3.69 billion, of which $2.21 billion is the Russian operation's net debt.
Polymetal's Moscow-listed shares tumbled 8.6% by 1440 GMT.
Polymetal International CEO Vitaly Nesis said achieving a sale was "imperative" and that with the external environment deteriorating over time, there was no point waiting for general conditions around doing business in Russia to improve.
"The current situation is ... unsustainable even in the short run," Nesis told investors. "We do not have an option of sitting on our hands and waiting for something to happen."
Polymetal's Russian assets represent around 70% of production and more than 50% of core earnings. In 2021, the company's market capitalisation was more than $10 billion. Moscow demands a hefty discount on foreign asset sales.
"We are satisfied that this is a good deal, but it's certainly not a great deal," Nesis told Reuters. "It's clear we are not selling the assets for fair value."
Tinkoff Investments analysts said the deal valued the assets at an EV/EBITDA multiple of 2.5 times, implying a "significant discount" to Russian peers' current multiples and to the group's historical average multiple of around 8 times.
THE BUYER
Mangazeya's offer was the only realistic option of the three or four final proposals, Nesis said.
"This buyer understood that an extra $100-200 million is not as important to us as the complete elimination of key vulnerabilities in the structure of the new company," he told Reuters.
Mangazeya Mining has largely operated in eastern Siberia since forming in 2011. It produced 466,00 ounces of gold last year, its website says, compared with Polymetal's 1.23 million gold equivalent ounces in Russia.
Yanchukov said the management team, led by CEO Sergey Cherkashin, would stay on.
Urging shareholders to approve the deal, Nesis said nationalisation had been a risk and that Polymetal International's board had no management oversight of the Russian business.
The transaction is fully compliant with all sanctions, the company said. Payments will be made in roubles.
The deal includes cash of $1.48 billion, of which $1.43 billion is dividends from the Russian business, and an additional $50 million.
Polymetal International, which will remain Kazakhstan's second-largest gold producer after the transaction, intends to use $1.15 billion of dividends received to repay intra-group debt.
It will spend part of $300 million retained in post-tax proceeds on developing the Ertis POX project in Kazakhstan.
Nesis said the company had started looking at possible M&A deals in Kazakhstan and Tajikistan and was planning to eventually return to the London Stock Exchange after building up the company to production of 1 million gold equivalent ounces in three years.
"It's senseless to return to London with the current size of the company," he said.
With growth the priority, dividends will take a back seat, with a decision on payouts to be taken in May.
"Trying to pretend that nothing has happened or that things have gone back to normal... is very naive," he said. "We have to adapt to the new, hard realities."
